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CITY OF RICHMOND

DEPARTMENT OF PROCUREMENT SERVICES

RICHMOND, VIRGINIA

(804) 646-5716

January 8, 2016

Invitation for Bid K160011121

Methanol Liquid Chemical

Due Date: Friday, January 26, 2016 / Time: 11:00 A.M.

Opening Date: Friday, January 26, 2016 / Time: 11:00 A.M.

Receipt Location: City Hall, 900 East Broad Street, 11th floor, Room 1104

Invitation for Bids Prepared by:

Name: Kristina Jones, CPPO, VCO

Title: Contract Specialist

Telephone: (804) 646-5802

Fax: (804) 646-5989

Email: kristina.jones@richmondgov.com

City of Richmond, Department of Procurement Services

900 East Broad Street, Room 1104, Richmond, VA 23219

http://www.richmondgov.com/Procurement/BidsProposals.aspx

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SIGNATURE SHEET

My signature certifies that the bid as submitted complies with all Terms and Conditions as set forth in IFB

No. K160011121 – Methanol Liquid Chemical.

My signature warrants that I have not employed or retained any firm or person other than a bona fide employee

working solely for the firm to solicit or secure this Contract and have not paid or agreed to pay any firm or

person other than a bona fide employee working solely for the bidding firm any fee, commission, percentage,

brokerage fee, gifts or other consideration contingent upon or resulting from the award or making of this

Contract. For breach or violation of this warranty, the City shall have the right to annul or void this Contract

without liability or, in its sole discretion, to deduct from the contract price or consideration, or otherwise

recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

My signature also certifies that the bidding firm has no business or personal relationships with any other

companies or persons that could be considered as a conflict of interest or potential conflict of interest to the

City of Richmond, and that there are no principals, officers, agents, employees, or representatives of this

firm that have any business or personal relationships with any other companies or persons that could be

considered as a conflict of interest or a potential conflict of interest to the City of Richmond, pertaining to

any and all work or services to be performed as a result of this request and any resulting contract with the

City of Richmond.

I hereby certify that I am authorized to sign as a representative for the bidding firm:

Complete Legal Name of Firm:

Order from Address:

Remit to Address

Fed ID No.:

*Virginia SCC License Number

Dun & Bradstreet

D-U-N-S Number

Signature:

Name (type/print):

Title:

Telephone: (___) Fax No.: (___)

Email:

Date:

To receive consideration for award, this signature sheet must be completed and returned to the Department

of Procurement Services with the completed Bid Form as a part of the bid.

* Please note that state law requires most business entities to register with the Commonwealth of Virginia’s State Corporation Commission to

obtain legal authorization to transact business in Virginia. A contractor organized as a stock or nonstock corporation, limited liability company,

business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia or as otherwise required

by law. Any business entity described above that enters into a contract with the City shall not allow its existence to lapse or its certificate of

authority or registration to transact business in the Commonwealth, if so required under Title 13.1 or Title 50, to be revoked or cancelled at any time during the term of the contract. The City may void any contract with a business entity if the business entity fails to remain in compliance

with this provision.

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PART I

SPECIFICATIONS

1. BACKGROUND

The City of Richmond, Virginia, desires to contract with a qualified firm for the purpose of

furnishing and delivering Methanol (CH3OH) to the Department of Public Utilities (DPU).

Delivery shall be made to Wastewater Treatment Plant, 1400 Brander Street, Richmond, VA

23224, if and when ordered, on an as needed when needed basis.

The quantities for this Invitation for Bid (IFB) are estimated. The City of Richmond, Department

of Public Utilities (DPU) shall provide the precise quantities needed when placing an order for

delivery with the contractor.

2. STATEMENT OF WORK

A. Specifications.

Item Limit Method

Appearance Clear and Free of suspended matter IMPCA 003-98

Purity % WT on dry basis Min 99.85 IMPCA 001-14

Acetone mg/kg Max 30 IMPCA 001-14

Colour PT-CO Max 5 ASTM D1209-05

Water % W/W Max 0.1 ASTM E1064-12

Distillation Range at 760 mm Hg Max. 1.0°C to include 64.6° ± 0.1° ASTM D1078-11

Specific Gravity 20°/20° 0.791-0.793 ASTM D4052-11

Potassium Permanganate time test at 15°C, minutes minimum 60 ASTM D1363-06

Ethanol mg/kg max 50 IMPCA 001-14

Chloride as Cl mg/kg max 0.5 IMPCA 002-98

Sulphur mg/kg max 0.5

ASTM D 3961-98 or

ASTM D 5453-09

Hydrocarbon pass test ASTM D1722-09

Carbonisable Substances (Sulfuric Acid Wash Test) Pt-Co

Scale max 30 ASTM E 346-08

Acidity as Acetic acid mg/kg max 30 ASTM D 1613-06

Total Iron mg/kg max 0.1 ASTM E 394-09

Non Volatile Matter mg/1000 ml max 8 ASTM D 1353-13

B. Delivery.

1. Deliveries shall be accepted Monday thru Friday (excluding City Holidays) as

scheduled between the Contractor and Department of Utilities (DPU).

2. Methanol delivery trucks must be equipped with vapor recovery system

compatible with ASA equipment.

3. All hatches of product tanker are to be sealed and furnished with number seal

tags. Tags are to be removed only in the presence of a DPU staff and

provided to DPU staff upon arrival and/or offloading.

4. Delivery amounts to be approximately 8,000 gallons.

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C. Shipping.

Contractor shall ship chemicals in accordance with standard commercial practices

and all Federal, State and local laws and regulations. Contractor shall be solely

responsible for the shipment until delivery at the designated facility.

D. Spot Testing of Chemicals at Time of Delivery. The City reserves the right to have chemical shipments tested by an independent

laboratory. Failure of a shipment to comply with the bid specification will be

sufficient reason for rejection of the shipment. Should a shipment be rejected, it will

be returned to the Contractor, who shall pay all handling and shipping charges in

both directions. Upon notice of rejection of a shipment, the Contractor shall furnish

another shipment immediately, which shall comply in all respects with the

prescribed analysis. In the event the Contractor is unable to promptly furnish the

chemical of acceptable quality, the City will obtain the chemical elsewhere. Any

additional cost incurred by the City will be charged to the Contractor.

E. Virginia Department of Health Requirements. The Virginia Department of Health (VDH) requires that all containers are labeled in

accordance with all applicable federal regulations. The Contractor is responsible for

ensuring that state and federal regulatory compliance is maintained for any chemical

and related container furnished under the contract. Failure to maintain compliance as

specified in this paragraph or elsewhere in this IFB may result in termination of the

contract.

F. MSDS Reports.

Provide the following MSDS related documentation:

1. A copy of the most current MSDS Report for each chemical being bid

by your firm must be included with your bid submission.

2. National Sanitation Foundation certification for the quoted chemical,

by the manufacturer for drinking water, and

3. Chemical certificate of analysis for all chemicals.

G. Priority Customer.

By submitting a bid in response to this solicitation, Bidder understands and

acknowledges that the City provide services that are essential to the health and

welfare of the public. Failure of a Contractor to provide chemicals under any

Contract issued pursuant to the terms, conditions, and specifications contained in

this IFB may jeopardize City’ ability to provide timely services, which may affect

the health and welfare of the public served by the City. In the event of product

shortages at any level of the production to delivery chain, Contractor agrees and

affirms that City will be given the earliest possible notice and the highest priority for

allocation of the item(s) listed herein. To the extent that the Contractor must

prioritize and/or allocate delivery among its customers, the requirements of the City

will be honored before chemicals are provided to a customer with no obligations

with regard to the public health and welfare. To the extent that chemicals are

insufficient to meet the requirements of all of the clients who are responsible for the

health and welfare of the public, the Chemicals will be allocated in a manner deemed

to be fair and reasonable to all such clients.

3. CONTRACT AWARD

Award shall be made to the responsive, responsible bidder who submits the lowest Total

Extended Price.

4. CONTRACT DURATION

The contract duration shall be as set forth in Part III (“Terms and Conditions”), Section 1.0

(“Duration”) of this Invitation for Bids.

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5. PRICE ADJUSTMENTS

A. Price Escalation / De-Escalation for Methanol Product Only. Price adjustments will be based

on the percentage/price of change of Southern Chemical Corporation’s (SCC) monthly posted

report of methanol non discounted barge price FOB Gulf Coast from time of contract award.

The source for this annual price review will be http://www.southernchemical.com/wp/sales-

marketing/pricing. Copies of the report for the respective dates will be required for the

requested price change. Freight cost per delivery shall remain constant. The price shall remain

in effect until approval is granted by Procurement Services. All price increases and/or

decreases shall only effect the future orders.

B. The contractor shall document the amount and proposed effective date of any change in the

price of materials. Documentation shall be supplied with the contractor’s request for increase,

which will: (1) verify that the requested price increase is general in scope and not applicable to

just the City, (2) verify the amount or percentage of increase which is being passed on to the

contractor by the contractor’s suppliers, and (3) verify the index on which the increase is based

and include a copy of that index with the documentation.

C. The procurement office will notify the using agencies and contractor in writing of the effective

date of any increase that it approves. However, the contractor shall fill all purchase orders

received prior to the effective date of the price adjustment at the old contract prices.

Contractor is further advised that the decreases which affect the cost of materials shall be

communicated immediately to the procurement office and followed up in writing. Across the

board price decreases are subject to implementation at any time and shall be immediately

conveyed to the City.

D. Price adjustments for Freight Only. Contractors may submit a request for contract price

increases once annually for each renewal year. The increases shall be limited to the increase

specified in the Bureau of Labor Statistics producer Price Index – Not Seasonally Adjusted

for General Freight Trucking Local (Series ID PCU484110484110), for the 12 month period

ending 90 days prior to the end of the then current contract year. No price increase shall be

authorized until the end of the term contract period for the contract. Request for price

increases must be submitted at least 90 days prior to the end of the then year contract.

E. The procurement office will notify the using agencies and contractor in writing of the

effective date of any increase that is approved. However, the contractor shall fill all purchase

orders received prior to the effective date of the price adjustment at the old contract prices.

F. The contractor is further advised that the decreases which affect the cost of materials shall be

communicated immediately to the procurement office and followed up in writing. Price

decreases are subject to implementation at any time and shall be immediately conveyed to the

City.

END OF SPECIFICATIONS

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BID FORM

I. Gas Leak Detection Chemical

Delivery F.O.B: Destination: City of Richmond Department of Public Utilities Waste Water Treatment

Plant, 1400 Brander Street, Richmond, VA 23224

Bid prices are for FOB destination and includes only the actual freight rate costs at the lowest and best

rate and is based upon the actual weight of goods being shipped.

Required Time for Delivery: 3 calendar days from receipt of order.

In compliance with the Invitation for Bids and subject to all the terms and conditions thereof, the

undersigned offers and agrees that if this bid is accepted within 90 calendar days from the date of the

opening, to furnish any or all of the items upon which prices are quoted, at the same price set opposite each

item, delivered at the point specified above or in any purchase order and unless otherwise specified within

the time specified in the Invitation for Bids or any purchase order.

I hereby certify that I am authorized to sign as a Representative for the Firm.

______________________________________________________ _________________________

Authorized Signature Date

____________________________________________________________________________________

Print Name & Title

____________________________________________________________________________________

Firm/Vendor

_____________________________________________________________________________________

Address

_____________________________________________________________________________________

City State Zip Code

________________________________________________________________

Area Code & Phone No.

________________________________________________________________

E-mail Address

Item Est. Qty. Unit Description Unit Price/Gal

Extended Price for Product

1 8,000 Gallon/Tanker

Truck Methanol per Specifications Manufacturer: __________________________________ $ $

2 1 Per Delivery Freight Cost $ $

Total Extended Price $

PART II

INSTRUCTIONS TO BIDDERS

1. AUTHORIZED SIGNATURE

All bids must be signed in order to be considered. If the bidder is a firm or corporation, the bidder

must show the title of the individual executing the bid and a resolution authorizing the individual

to sign the bid and subsequent contract.

2. AWARD

Pursuant to City Code § 74-59(a), the City will make the award to the lowest responsive and

responsible bidder. Whenever the City, in its sole discretion, deems it to be in the City’s best

interest to do so, the City reserves the right:

A. To conduct any test it deems advisable.

B. To make all evaluations necessary.

C. To cancel this solicitation or to reject any or all bids, in whole or in part, as authorized by

City Code § 74-76(a).

D. To waive informalities as authorized by City Code § 74-76(b).

E. To delete items prior to making the award.

F. To negotiate an adjustment of the bid price with the lowest responsive and responsible

bidder if and to the extent permitted by City Code § 74-59(b).

G. To award to more than one bidder as authorized by City Code § 74-59(a).

Each bidder to whom a contract is to be awarded must be registered with the City prior to award.

Registration requires that the bidder complete and submit the Vendor Bidder Application Form.

The City will provide this form to the bidder at the time the bidder is informed of the City’s decision

to award a contract to the bidder.

3. BIDDERS NOT DEBARRED

By signing its bid in response to this Invitation for Bids, the bidder warrants and represents that

neither its organization nor any of its officers, directors, partners or owners is currently barred from

bidding on contract by any agency of the federal government, any agency of the Commonwealth

of Virginia, any agency of any other state, or any other public body or agency thereof.

4. CONTRACTOR MISREPRESENTATION

A. If any bidder knowingly makes a material misrepresentation in submitting information to the

City, such misrepresentation will be sufficient grounds for rescinding any contract awarded

under this solicitation to that bidder.

B. Any bidder falsely representing past or proposed Minority Business Enterprise / Emerging

Small Business participation may be in breach of contract. Upon determination of a breach,

the City shall have all available remedies for breach of contract.

5. DELIVERY AND PAYMENT TERMS

A. All deliveries shall be F.O.B. destination to the destination specified on the Bid Form. All

bid prices are for F.O.B. destination and include only the actual freight rate costs at the

lowest and best rate, based upon the actual weight of goods to be shipped. The required

time for delivery will be as stated on the Bid Form unless the bidder proposes a time for

delivery that the City deems to be more favorable to the City than the required time for

delivery stated on the Bid Form, in which case the bidder’s proposed time for delivery will

govern. The required time for delivery is stated either as a fixed date by which the bidder

must make delivery or as a number of calendar days following the City’s issuance of a

purchase order within which the bidder must make delivery. General terms such as

“stock,” “immediately,” and “as soon as possible” will not be deemed more favorable to

the City than any required delivery terms and, in the absence of any required delivery terms,

may result in the bidder being deemed nonresponsive.

B. By signing its Bid, the bidder offers and agrees, if the City accepts its Bid within 90

calendar days from the date of the opening of bids, to furnish any and all items upon which

prices are quoted at the same prices set opposite each item, delivered to the point specified

in this Invitation for Bids, and at the time specified in the Bid. The City’s payment terms

are Net 45 unless the bidder proposes payment terms that the City deems to be more

favorable to the City than Net 45 by printing such payment terms in the space provided on

the Bid Form. Time allowed for cash discounts will be computed from the date of the

City’s receipt of a proper invoice or the date of delivery to the City of the items invoiced,

whichever is later.

6. DESCRIPTIVE LITERATURE

The bidder shall submit with its bid descriptive literature of equipment or supplies, which it

proposes to furnish, if such articles are of a different manufacture than those specified herein.

Should the description furnished in such literature differ from the specifications submitted by the

City, and no mention is made to the contrary, it shall be construed to mean that the bidder proposes

to furnish equipment or supplies in accordance with such description and not in accordance with

the City's specifications, and its bid will be evaluated accordingly.

7. DISQUALIFICATION DUE TO PARTICIPATION IN PREPARATION OF SOLICITATION.

A. City Code § 74-348(a) prohibits any person who, for compensation, prepares a solicitation

for or on behalf of the City from submitting a response to that solicitation or any portion

thereof.

B. For purposes of this section 7 (“Disqualification Due to Participation in Preparation of

Solicitation”), the word “prepares” has the meaning set forth in City Code § 74-348(b) and

thus includes but is not limited to the following:

(1) Serving as a director or deputy director of the agency which has initiated the

procurement;

(2) Serving as the director of procurement services after the department of

procurement services has received information on an agency's intent to procure;

(3) Serving as the procurement manager for the agency which has initiated the

procurement;

(4) Serving as the procurement officer in charge of the procurement;

(5) Assisting in the development of specifications for invitations for bids or requests

for proposals;

(6) Attending an evaluation committee meeting that is closed to the public;

(7) Voting on or scoring a bid or proposal; or

(8) Any other participation in the procurement process which could lead to unfair

advantage.

C. Pursuant to City Code § 74-348(c), the Chief Administrative Officer shall make the

determination that a person is disqualified from submitting a response to a particular

solicitation because of that person’s participation in preparing that solicitation.

D. If a person planning to submit a response to a solicitation contacts the Chief Administrative

Officer concerning such a disqualification, such person and the person’s firm shall be

disqualified from responding to the solicitation for violating the City’s no contact policy

because the person discussed the solicitation with a City representative other than the

contract specialist responsible for the procurement.

E. In accordance with City Code § 74-348(d), any person who has been disqualified pursuant

to this section 7 (“Disqualification Due to Participation in Preparation of Solicitation”) and

City Code § 74-348 may appeal the Chief Administrative Officer’s determination of

disqualification by following the administrative appeals procedure set forth in City Code §

74-193 or by instituting legal action as provided in City Code § 74-194.

8. ETHICS IN PUBLIC CONTRACTING

By signing this solicitation, the bidder certifies that he has not violated any provisions of Federal

law, the Code of Virginia, the Richmond City Code or Charter. The bidder certifies that its bid is

made without collusion or fraud and that the bidder has not offered or received any kickbacks or

inducements from any other bidder, supplier, manufacturer or subcontractor in connection with its

bid and that the bidder has not conferred on any public employee having official responsibility for

this procurement transaction any payment, loan, subscription, advance, deposit of money, services

or anything of more than nominal value, present or promised, unless consideration of substantially

equal or greater value was exchanged. The bidder agrees that if such warranty is in any respect

breached, the bidder will pay to the City the full price agreed by the City to be paid for the supplies,

materials, equipment or services to be furnished under the bidder’s bid.

9. EXCEPTIONS

Bids making exceptions to terms and conditions included in this solicitation may be considered,

but preference may be given to those who do not make such exceptions.

10. INCORPORATION OF POLICIES AND PROCEDURES

This solicitation is subject to the provisions of the Chapter 74 of the Code of the City of Richmond,

the Department of Procurement Services Policies and Procedures and any revisions thereof, all of

which are hereby incorporated into this solicitation by reference. Copies of these documents may

be viewed at the City’s website (www.RichmondGov.com).

11. LICENSES, PERMITS, AND FEES.

All bids submitted shall have included in price the cost of any business or professional licenses,

permits or fees required by the City of Richmond or the Commonwealth of Virginia.

12. MINORITY BUSINESS ENTERPRISE / EMERGING SMALL BUSINESS PARTICIPATION

The City has a commitment to the development of its minority and emerging small business

communities. The City therefore encourages the use of minority business enterprises and emerging

small businesses on all City contracts to the fullest extent reasonably possible. For this particular

solicitation, it has been determined that minority business enterprise and emerging small business

participation of 0% is reasonably possible given the availability of minority business enterprises

and emerging small businesses for the scope of work covered by this solicitation. The City's Office

of Minority Business Development is available at 646-3985 as a resource in identifying local MBEs

and ESBs. Bidders’ assistance in helping the City achieve its priorities is greatly appreciated.

13. MISTAKES IN BIDS

A bidder under this solicitation may withdraw its bid for the reasons and under the conditions set

forth in subsections (a) and (b) of City Code § 74-58 for construction bidders. The bidder shall give

notice in writing of its claim of right to withdraw its bid within two business days after the conclusion

of the bid opening procedure and shall submit original work papers with such notice. If a bid is

withdrawn in accordance with this section, the lowest remaining bid shall be deemed to be the low

bid, in accordance with City Code § 74-58(f).

14. NO BID

Failure to acknowledge this solicitation, either by quote or “NO BID” may result in the bidder’s

removal from the City's Bid List for this commodity or service. If unable to bid, the bidder should

sign and return this form by return mail, advising of the reason for not submitting a bid.

15. NON-DISCRIMINATION

Pursuant to City Code § 74-47, the City does not discriminate against faith-based organizations.

16. ORAL EXPLANATIONS OR INTERPRETATIONS

A. All inquiries requesting clarification of this Invitation for Bids should be made in writing no

later than ten business days prior to the closing date to the Contract Specialist identified on the

cover page of this solicitation. If submitting an inquiry by facsimile transmission, the bidder

should notify the Contract Specialist by telephone that the person is faxing the inquiry. All

inquiries should clearly state the number of this Invitation for Bids. Because each bidder may

have different needs for information, that bidder must make whatever inquiries it deems

necessary in order to respond to the Invitation for Bids. Inquiries that the Contract Specialist

determines to be pertinent to all solicited bidders will be answered by addenda to all solicited

bidders.

B. No oral explanation in regard to the meaning of this Invitation for Bids will be made and

no oral instructions will be given before the award of the contract. Any explanation,

interpretation or modification of the Invitation for Bids that is pertinent to all solicited

bidders will be made only by an addendum duly issued by the City, a copy of which will

be mailed or delivered to each bidder known to have received the Invitation for Bids. The

City shall not be responsible for any other explanations or interpretations anyone presumes

to make on behalf of the City before the expiration of the ultimate time set for the receipt

of bids.

C. From time to time, addenda may be issued that will provide clarifications or supplemental

information about the Invitation for Bids documents. All persons receiving Invitation for

Bids documents issued by the City will be provided copies of addenda. If a bidder fails to

acknowledge any addendum that (i) has a material effect on the bid (i.e., that relates to

price, quantity, quality or delivery) and (ii) is not merely administrative, the City may

consider that bidder’s bid incomplete, and the bid thus may be rejected as non-

responsive. The bidder shall acknowledge receipt of all addenda as part of its bid and on

the form provided for that purpose by the City. The bidder shall be solely responsible for

verifying the existence of all addenda items.

D. Any contact with any City representative concerning this Invitation for Bids other than that

outlined in subsection (A) of this section is prohibited. Any such unauthorized contact may

disqualify the bidder from this procurement.

E. The Specifications and the Terms and Conditions attached to this Invitation for Bids are

hereby expressly made a part of and incorporated into this Invitation for Bids. The

Specifications and the Terms and Conditions shall be a part of any contract that results

from this Invitation for Bids. This Invitation for Bids also includes a sample of the City’s

form contract as an attachment. All conditions contained in this attached contract are

hereby expressly made a part of and incorporated into this Invitation for Bids.

17. POSTING OF INTENT TO AWARD

Following the selection and signing of a contract, the Purchasing Officer will notify those bidders

whose bids are not selected of the name of the selected bidder. Bidders should note that it may take

up to two months to award this contract.

18. PUBLIC INSPECTION OF RECORDS AND RETURN OF BIDS.

A. All proceedings, records, contracts and other public records relating to the procurement

transaction that this solicitation concerns shall be open to the inspection of any citizen or

any interested person, firm or corporation, in accordance with the Virginia Freedom of

Information Act.

B. Any bidder, upon request, shall be afforded the opportunity to inspect bid records within a

reasonable time after the opening of all bids, but prior to award, except in the event that

the City decides not to accept any of the bids and to reopen the contract. Otherwise, bid

records shall be open to public inspection only after award of the contract.

C. Pursuant to City Code § 74-5(f) (Va. Code § 2.2-4342(F)), trade secrets or proprietary

information submitted by a bidder in connection with this procurement transaction shall

not be subject to the Virginia Freedom of Information Act, provided that the bidder (i)

invokes the protections of this section prior to or upon submission of the data or other

materials, (ii) identifies the data or other materials to be protected, and (iii) states the

reasons why protection is necessary.

D. Budgets and price quotations are considered public information in bids submitted to the

City. Classifying budgets and price quotations as “proprietary” or “confidential” may

render the bid non-responsive. Classifying aspects of the bid that are not trade secrets or

proprietary may render the bid non-responsive.

E. All bids submitted under this solicitation will become the property of the City and will not

be returned. However, if the bidder has complied with the requirements of City Code §

74-5(f) for any portion of the bid, the City will return that portion of the bid to the bidder

after award of contract if requested.

19. SAMPLES

Samples of items, if requested, shall be furnished without charge, upon request within ten days.

Failure on the part of the bidder to provide such samples within the specified time frame or to

comply with these instructions may be cause to consider the bid as non-responsive. If not destroyed

and upon request at the time of submission, samples will be returned at the bidder’s expense.

20. SEPARATE INVITATIONS

Bid responses for separate bid invitations shall not be combined on the same form or placed in the

same envelope. Such bids may not be considered.

21. SUBMISSION OF BIDS

A. Unless otherwise specified in the solicitation, the below provisions apply. Packages

containing bids should be sealed and marked in the lower left-hand corner with the

invitation number, commodity classification, and date and hour of opening of bids. Failure

to do so may cause bid not to be considered.

B. Bids shall be submitted on the forms furnished. Erasures or other changes in the bid must

be annotated and initialed by the individual signing the bid.

C. Bids containing any conditions, omissions, unexplained erasures or alterations or items not

called for on the bid sheet may be rejected by the City as being incomplete.

D. Bids submitted in pencil may be cause for rejection.

E. Should any additions or deductions or any changes in price or specifications be written or

otherwise set forth on the outside of any sealed package purporting to contain a bid, such

package shall be returned unopened to the bidder.

F. The City is not responsible for the mishandling of any bid not properly identified on the

outside of the package.

G. The City is not responsible for bids delivered to places other than as indicated in the bid

package.

H. Late bids shall be deemed non-responsive and shall not be accepted.

22. UNIT PRICING

Unless lump sum price is specifically requested, unit and extended prices should be given. Failure

to do so may cause the bid not to be considered. In case of error in extension of prices in the bid,

the unit price shall govern.

23. USE OF BRAND NAMES

Where a brand or trade name appears in the specifications, it is understood that the brand or trade

name referred to, or its approved equal, shall be furnished. If, however, the bidder proposes similar

but not identical items, it must furnish full particulars. If no mention is made of any exceptions, it

is assumed that it is bidding on the article mentioned and not an approved equal, and it will be

required to deliver the exact article specified.

END OF INSTRUCTIONS TO BIDDERS

PART III

TERMS AND CONDITIONS

1.0 Duration of Contract.

1.1 Commencement and Expiration. This Contract shall commence on the Commencement Date

set forth in the Goods and Services Contract and shall expire two (2) years later, unless

terminated earlier in accordance with the provisions of this Contract.

1.2 Extension of Contract. The City reserves the right to extend the Contract for any reason for a

period or periods up to but not to exceed 12 months. This extension clause may be exercised when

the City determines that an extension of the Contract is advantageous to the City. Any extension

beyond 12 months will be subject to the City’s renewal clause as set forth in this Contract. This

provision in no way affects or alters the City’s ability to renew the Contract consistent with the

renewal option clause. If it is then decided to renew the resulting Contract, the renewal date will

commence on the day following the last day of the contract extension.

1.3 Renewal. The City may, at its sole options, renew this Contract for up to three (3) one-year

renewal terms by furnishing the Contractor with written notice of its decision to renew at least 60

calendar days before the expiration of the then-current term.

2.0 Contractor Responsibilities.

2.1 Independent Contractor. The Contractor shall provide the services required under this Contract

as an independent contractor.

2.2 Advertising. The Contractor shall not use any indication of its services to the City for

commercial or advertising purposes without the prior written consent of the Director of

Procurement Services.

2.3 Anti-Kickback Provision. The Contractor warrants that it has not employed or retained any

company or person other than a bona fide employee working solely for the Contractor to solicit

or secure this Contract and that it has not paid or agreed to pay any company or person other than

a bona fide employee working solely for the Contractor any fee, commission, percentage,

brokerage fee, gifts or other consideration contingent upon or resulting from the award or making

of this Contract. For breach or violation of this warranty, the City shall have the right to annul or

void this Contract without liability or, in its sole discretion, to deduct from the contract price or

consideration, or otherwise recover the full amount of such fee, commission, percentage,

brokerage fee, gift or contingent fee.

2.4 Century Compliance. The Contractor warrants that the hardware, software and firmware

products, provided for the City’s use or used by the Contractor to provide any service or

commodity that is the subject of this Contract, individually and in combination, shall

successfully process, store and perform calculations with dates regardless of the century in

which the dates occur.

2.5 Compliance with Laws. The Contractor shall comply with the provisions of any statutes,

ordinances, rules, regulations, or other laws enacted or otherwise made effective by any local,

state, or federal governmental entity which may be applicable to the performance of this Contract

and shall obtain all necessary licenses and permits thereunder.

2.6 Contractor Misrepresentation.

2.6.1 In General. If the Contractor knowingly makes a material misrepresentation in submitting

information to the City, such misrepresentation will be sufficient grounds for rescinding the

award of this Contract.

2.6.2 MBE/ESB Participation. By issuing the Invitation for Bids, the City intends that MBE / ESB

participation proposed as part of any bid in response hereto be binding on the Contractor.

Consequently, if the Contractor falsely represents proposed MBE/ESB participation, or fails to

comply with proposed participation, the Contractor may be in breach of contract. Upon

determination of a breach, the City shall have all available remedies for breach of contract, which

may include, but is not limited to, one or more of the following: (i) forfeiture, (ii) investigation,

and (iii) debarment.

2.7 Drug-Free Workplace.

2.7.1 Policy. City Council Resolution No. 2000-R197-191 prohibits the City from contracting with

any contractor that fails to comply with this policy. The Contractor certifies that it has taken

and will continue to take appropriate and effective action to (i) educate its employees about the

dangers of drug abuse in the workplace, (ii) provide its employees with effective drug

counseling, rehabilitation and employee assistance programs, any or all, (iii) discipline

employees who violate the requirement of a drug-free workplace, and (iv) minimize, to the

greatest extent possible, the risks of drugs entering the workplace. The Contractor is also

prohibited from contracting with any other party that fails to comply with this policy. Failure

by the Contractor or its subcontractor to comply with the provisions outlined above will be

cause for termination of the Contract.

2.7.2 Contractor’s Plan. The Contractor shall implement and maintain a Drug-Free Workplace

Plan specific to the services and work covered by this Contract that is implemented and

effectively used throughout the duration of this Contract to accomplish the requirements of

section 2.7.1 (“Policy”) above.

2.8 Human Rights.

2.8.1 Civil Rights Act Compliance. During the performance of this Contract, the Contractor agrees,

pursuant to Resolution No. 74-R8-11 adopted February 25, 1974 by the Council of the City of

Richmond, to comply fully with Titles VI and VII of the Civil Rights Act of 1964, as amended,

and all regulations promulgated thereunder.

The essence of this requirement is found in the United States Code Annotated, Title 42, Section

2000e-2, which states in part:

“a. It shall be an unlawful employment practice for an employer:

(1) to fail or refuse to hire or to discharge any individual, or otherwise to

discriminate against any individual with respect to his compensation,

terms, conditions, or privileges of employment, because of such

individual’s race, color, religion, sex, or national origin; or

(2) to limit, segregate, or classify his employees or applicants for

employment in any way which would deprive or tend to deprive any

individual of employment opportunities or otherwise adversely affect his

status as an employee, because of such individual’s race, color, religion,

sex or national origin.”

By entering into this Contract, the Contractor certifies that it has complied with Titles VI and VII

of the Civil Rights Act of 1964, as amended.

2.8.2 Richmond City Code Compliance. Pursuant to section 74-74 of the Code of the City of

Richmond (2004), as amended:

(a) During the performance of this Contract, the Contractor agrees as follows:

(1) The Contractor shall not discriminate against any employee or applicant for

employment because of race, religion, color, sex, national origin, age,

disability, or other basis prohibited by state law relating to discrimination in

employment, except where there is a bona fide occupational qualification

reasonably necessary to the normal operation of the Contractor. The

Contractor agrees to post in conspicuous places, available to employees and

applicants for employment, notices setting forth the provisions of this

nondiscrimination clause.

(2) The Contractor, in all solicitations or advertisements for employees placed by

or on behalf of the Contractor, shall state that such Contractor is an equal

opportunity employer.

(3) Notices, advertisements and solicitations placed in accordance with federal

law, rule or regulation shall be deemed sufficient for the purpose of meeting

the requirements of this section.

(b) During the performance of this Contract, the Contractor shall include the provisions of

subsection (1) of the section in every subcontract or purchase order of over $10,000.00,

so that the provisions will be binding upon each subcontractor or vendor.

2.9 Intellectual Property. The Contractor represents and warrants that all goods and services that

it will furnish under this Contract do not and will not infringe on any valid copyright, patent,

service mark or trademark. The Contractor shall pay all royalties and license fees which may

be due on the inclusion of any patented or copyrighted materials, methods or systems selected

by the Contractor or used by the Contractor in the performance of its services. The Contractor

shall defend, hold harmless and indemnify the City from all suits or claims for infringement of

any patent rights or copyrights arising out of such selection.

2.10 Personnel. The personnel designated in the management summary for key positions shall not be

changed except with the permission of the City. The City will only approve such change when,

in its opinion, the substitute personnel have equal or greater qualifications and experience than

those they replace.

2.11 Property of Work.

2.11.1 Work Product. Any material, report or product, whether in electronic or paper form, that results

from the execution of this Contract shall be the sole property of the City. The Contractor shall

not copyright any material or reports. Upon request, the Contractor shall turn over all work

papers and related documents to the City.

2.11.2 City Property. Any data or material with which the City furnishes the Contractor shall remain

the property of the City. When it no longer needs such data or material for its performance of

this Contract, the Contractor shall return such data or material to the City or destroy such data or

material using a method approved by the City.

3.0 Payment.

3.1 Basis. The City shall pay the Contractor for all goods delivered and services performed under

this Contract in accordance with the pricing provisions set forth in the Bid.

3.2 Schedule. The Contractor shall invoice the City on a schedule in accordance with the pricing

provisions set forth in the Specifications and the Bid.

3.3 Terms. The City shall pay the Contractor according to the terms set forth in the Specifications

and the Bid.

3.4 Subject-to-Appropriations. All payments and other performance by the City under this

Contract are subject to annual appropriations by the City Council; consequently, this Contract

shall bind the City only to the extent that the City Council appropriates sufficient funds for the

City to perform its obligations hereunder.

3.5 When City Obligated to Pay. The City shall not be obligated to purchase or pay for any goods

or services covered by this Contract unless and until they are ordered and either delivered or

performed, as the case may be.

3.6 Offset Clause. Pursuant to the Richmond City Charter, the City may withhold the payment of

any claim or demand by any person, firm or corporation against the City until any delinquent

indebtedness or other liability due the City from such person, firm or corporation shall first

have been settled and adjusted.

3.7 Taxes. All bids shall be submitted exclusive of direct Federal, State and Local Taxes. The

City is exempt from payment of State Sales and Use Tax on all tangible personal property

purchased or leased for its use or consumption and will furnish its tax exemption certificate

upon request. However, if the bidder believes that certain taxes are properly payable by the

City, it may list such taxes separately in each case directly below the respective item bid price.

3.8 Invoices. The Contractor shall submit invoices in four copies identifying each item billed as well

as both the Price Agreement Release Number and the Price Agreement Number. All invoices

submitted by the Contractor shall set forth each item billed in sufficient detail to enable the City

to ensure that the item was ordered and corresponds with the contract price for such item.

3.9 MBE/ESB Participation—Reporting Requirement. In cases where the Contractor uses a

minority subcontractor or vendor, it shall indicate the percentage of the invoiced amount that

such minority subcontractor or vendor performed on the MBE-3 form available on the City’s

website. The Contractor shall submit this form directly to the Office of Minority Business

Development. The Contractor may contact the City’s Office of Minority Business

Development at (804) 646-3985 for questions or clarifications on the reporting policy. At the

end of its performance of this Contract, the Contractor shall submit a summary in a format

designated by the City of all payments made to minority subcontractors or contractors.

3.10 DELETED

4.0 Indemnification and Insurance.

4.1 Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its

officers, agents and employees from and against any and all losses, liabilities, claims, damages

and expenses (including court costs and reasonable attorneys’ fees) arising from any material

default or breach by the Contractor of its obligations specified in this Contract, as well as all

claims arising from errors, omissions, negligent acts or intentional acts of the Contractor, its

officers, agents and employees. Further, the Contractor shall assume the entire responsibility

and liability for any and all damages to persons or property caused by or resulting from or

arising out of any act or omission on the part of the Contractor, its subcontractors, its agents or

its employees under or in connection with this Contract. The Contractor shall hold harmless

and indemnify the City and its agents, its volunteers, its servants, its employees, and its officers

from and against any and all claims, losses or expenses, including but not limited to court costs

and attorneys’ fees, which either or both of them may suffer, pay or incur as the result of claims

or suits due to, arising out of or in connection with any and all such damage, real or alleged.

The Contractor shall, upon written demand by the City, assume and defend at the Contractor’s

sole expense any and all such claims or legal actions.

4.2 Insurance. The Contractor shall provide and maintain throughout the life of this Contract

insurance in the kinds and amounts specified in this section with an insurer licensed to transact

insurance business in the Commonwealth of Virginia. Each insurance policy, endorsement and

certificate of insurance shall be signed by duly authorized representatives of such insurers and

shall be countersigned by duly authorized local agents of such insurers.

4.2.1 Costs and Premiums. The Contractor shall pay all premiums and other costs of such

insurance. The consideration paid or to be paid to the Contractor for the performance of the

Contract includes the premiums and other costs of such insurance, and the City shall not be

responsible therefor.

4.2.2 Policy Requirements. All insurance contracts and policies shall provide, or be endorsed to

provide, as follows:

(i) Subrogation against the City shall be waived.

(ii) The City and its officers, employees, agents and volunteers shall be named as an

additional insured.

(iii) Coverage will not be canceled, non-renewed or materially modified in a way adverse to

the City without 30 days’ written notice to the City.

(iv) The insolvency or bankruptcy of any of the insured shall not release the insurer from

its obligation to satisfy claims otherwise within the coverage of such policies.

No insurance contract or policy shall be expanded to afford coverage which is greater than the

maximum coverage approved for writing in the Commonwealth of Virginia.

4.2.3 Evidence to Be Furnished.

4.2.3.1 Endorsements. The Contractor shall furnish the City with a copy of the policy endorsement

naming the City and its officers, employees, agents and volunteers as an additional insured for

each policy required under this section 4.2 (“Insurance”). The Contractor shall furnish the City

with copies of such other endorsements as may be required under this Contract upon request

by the City therefor.

4.2.3.2 Certificates of Insurance. The Contractor shall furnish the City with a certificate of insurance

evidencing the above coverage, indicating that the City and its officers, employees, agents and

volunteers are named as additional insured and that the coverage will not be canceled, non-

renewed or materially modified in a way adverse to the City without 30 days’ written notice to the

City. All certificates of insurance shall show the City’s Contract Number.

4.2.3.3 Contracts and Policies. The Contractor is not required to furnish the City with copies of

insurance contracts or policies required by this section 4.2 (“Insurance”) unless requested at any

time by the City’s Director of Procurement Services.

4.2.4 Schedule of Coverage. The Contractor shall provide and maintain the following types of

insurance in accordance with the requirements of this section 4.2 (“Insurance”):

(i) Commercial General Liability Insurance with a combined limit of not less than

$1,000,000 per occurrence.

(ii) Automobile Liability Insurance with a combined limit of not less than $1,000,000 per

occurrence.

(iii) Statutory Workers’ Compensation and Employers’ Liability Insurance with the Alternate

Employer Endorsement WC 000301.

(iv) Professional Liability (i.e., Errors and Omissions) Insurance with limits of not less than

$1,000,000 per claim (if applicable).

5.0 Assignment, Delegation and Subcontracting.

5.1 By City. The City may assign its rights or delegate its duties, in whole or in part, under this

Contract by written notice delivered to the Contractor. Such transfer of rights or duties shall

take effect upon the date specified in the notice or upon the assumption, if necessary, of the

delegated duties by the assignee, whichever is later.

5.2 By Contractor. The Contractor shall not assign its rights or delegate its duties, or any part

thereof, under this Contract without the prior written consent of the City. Further, the

Contractor shall not assign, sublet or transfer its interest or any part thereof in this Contract by

means or as part of any sale, merger, consolidation, assignment or any other event that would

result in new or different ownership, control, operation or administration of the Contractor’s

business affairs without the prior written consent of the City.

5.3 Subcontracting. This Contract shall not be subcontracted without the prior written approval

of the City’s Director of Procurement Services.

6.0 Remedies and Termination.

6.1 Default. In case of default of the Contractor or if the Contractor fails to deliver the supplies or

services ordered by the time specified, the City, after due notice in writing, may procure them

from other sources and hold the Contractor responsible for any excess cost occasioned thereby.

This remedy shall be in addition to any other remedies available to the City.

6.2 Termination with Cause.

6.2.1 Notice. The City may terminate this Contract with cause at any time for the Contractor’s failure

to perform its obligations under this Contract or to otherwise adhere to the terms and conditions

of this Contract by delivery of written notice to the Contractor of the City’s intent to so terminate.

Such notice shall be delivered at least seven calendar days prior to the date of termination and

shall otherwise be given in accordance with the requirements of this Contract for the delivery

of notices.

6.2.2 Cure. If the Contractor cures the failure to perform or otherwise adhere to the terms and

conditions of this Contract to the City’s satisfaction, indicated in writing to the Contractor,

during this seven calendar day period, then the City’s notice of termination with cause shall be

deemed null and void.

6.2.3 Effect. Any such termination shall not relieve the Contractor of the obligation to deliver or

perform, or both, on all outstanding orders issued prior to the effective date of termination. The

City shall have full right to use that which the Contractor delivers or performs in any manner

when and where the City may designate without claim on the part of the Contractor for additional

compensation not set forth in the order.

6.3 Termination without Cause.

6.3.1 Notice. The City may terminate this Contract without cause by delivery of written notice to

the Contractor of the City’s intent to so terminate. Such notice shall be delivered at least 90

calendar days prior to the date of termination and shall otherwise be given in accordance with

the requirements of this Contract for the delivery of notices.

6.3.2 Effect. Any such termination shall not relieve the Contractor of the obligation to deliver or

perform, or both, on all outstanding orders issued prior to the effective date of termination. The

City shall have full right to use that which the Contractor delivers or performs in any manner

when and where the City may designate without claim on the part of the Contractor for additional

compensation not set forth in the order.

6.4 Termination by Contractor.

6.4.1 Notice. The Contractor may terminate this Contract if the City Council does not appropriate

sufficient funds for the City to perform its obligations under this Contract by delivery of written

notice to the City of the Contractor’s intent to so terminate. Such notice shall be delivered at

least 45 calendar days prior to the date of termination and shall otherwise be given in

accordance with the requirements of this Contract for the delivery of notices.

6.4.2 Cure. If the City cures the non-appropriation of funds by appropriating sufficient funds during

this 45 calendar day period, then the Contractor’s notice of termination shall be deemed null

and void.

6.4.3 Effect. Upon such termination, the Contractor shall have no further obligations under this

Contract.

6.5 Waiver. The waiver by either party of any term or condition of this Contract shall not be

deemed to constitute either a continuing waiver thereof or a waiver of any further or additional

right that such party may hold under this Contract.

7.0 Dispute Resolution.

7.1 Governing Law. All issues and questions concerning the construction, enforcement,

interpretation and validity of this Contract, or the rights and obligations of the City and the

Contractor in connection with this Contract, shall be governed by, and construed and

interpreted in accordance with, the laws of the Commonwealth of Virginia, without giving

effect to any choice of law or conflict of laws rules or provisions, whether of the

Commonwealth of Virginia or any other jurisdiction, that would cause the application of the

laws of any jurisdiction other than those of the Commonwealth of Virginia.

7.2 Construction and Interpretation. Each of the parties has had the opportunity to have its legal

counsel review this Contract on its behalf. If an ambiguity or question of intent arises with

respect to any provision of this Contract, this Contract will be construed as if drafted jointly by

the parties. Neither the form of this Contract, nor any language herein, shall be construed or

interpreted in favor of or against either party hereto as the sole drafter thereof.

7.3 Contractual Claims.

7.3.1 Notice and Submission. The Contractor shall give written notice of its intention to file a

contractual claim at the time of the occurrence or the beginning of the work upon which the

claim is based. In addition to such notice of its intention to file a claim, the Contractor shall

submit all contractual claims, whether for money or other relief, in writing to the Director of

Procurement Services no later than 60 calendar days after final payment. (See City Code § 74-

192(a); see also Va. Code § 2.2-4363(A).)

7.3.2 Required Contents of Claim Submission. The Contractor’s claim submission shall (i) set

forth the primary, secondary and indirect claim issues in a clear, concise manner, (ii) identify

the specific contract provisions, schedule impact and cost consequences related to each claim

issue, and (iii) include all factual data supporting the claim as well as all supporting cost and

delay data. The Director of Procurement Services, in the Director’s sole discretion, may return

claim submissions lacking any of the elements enumerated in the preceding sentence for

resubmission or review the claim as though the missing elements are not factually present to

support the claim. Such return of a claim submission shall not toll the 60-day period within

which the Contractor must submit a claim.

7.3.3 Procedures and Time Limit. The procedures set forth in this section 7.3 (“Contractual

Claims”) and in City Code § 74-192 shall govern the consideration of contractual claims. The

Director of Procurement Services shall issue a written decision on a claim no later than 90

calendar days after receipt of such claim in writing from the Contractor. (See City Code § 74-

192(b); see also Va. Code § 2.2-4363(B).)

7.3.4 No Action before Decision. The Contractor may not invoke administrative procedures as

provided in City Code § 74-193 or institute legal action as provided in City Code § 74-194

prior to receipt of the decision on the claim, unless the Director of Procurement Services fails

to render such decision within the 90-day time limit. A failure of the Director of Procurement

Services to render a final decision within the 90-day time limit shall be deemed a final decision

by the City denying the claim. (See City Code § 74-192(c); see also Va. Code § 2.2-4363(D).)

7.3.5 Finality of Decision. The decision of the Director of Procurement Services shall be final and

conclusive unless the Contractor appeals within 30 calendar days of the date of the final

decision on the claim by the Director either as provided in City Code § 74-193 for

administrative appeals or, in the alternative, by instituting legal action as provided in City Code

§ 74-194. (See City Code § 74-192(d); see also Va. Code § 2.2-4363(E).)

7.3.6 No Cessation of Performance. Nothing in this section 7.3 (“Contractual Claims”) shall be

construed to authorize or permit the Contractor, while pursuing, by any available procedure, an

appeal of a contractual claim or dispute, to cease performance of the Contract while such claim

or dispute is pending. (See City Code § 74-192(e).)

7.4 Alternative Dispute Resolution. The Director of Procurement Services, with the concurrence

of the City Attorney, may agree in writing on behalf of the City to submit particular disputes

arising from this Contract to arbitration and to utilize mediation and other alternative dispute

resolution procedures; however, any such procedures entered into by the City shall be

nonbinding. (See City Code § 74-195; see also Va. Code § 2.2-4366.)

7.5 Forum and Venue Choice. Any and all disputes, claims and causes of action arising out of

or in connection with this Contract, or any performances made hereunder, shall be brought, and

any judicial proceeding shall take place, only in a federal or state court located in the city of

Richmond, Virginia. The Contractor accepts the personal jurisdiction of any court in which an

action is brought pursuant to this article for purposes of that action and waives all jurisdiction-

and venue-related defenses to the maintenance of such action.

8.0 Miscellaneous Provisions.

8.1 Audit. The City reserves the right to audit all aspects of this Contract, including but not

necessarily limited to (i) the Contractor’s financial capability and accounting system, (ii) the

basis for progress payments, (iii) the Contractor’s compliance with applicable laws and (iv)

appropriate vendor records. The City further reserves the right to review, on demand and

without notice, all files of the Contractor or any subcontractor or vendor employed by the

Contractor to provide services or commodities under this Contract where payments by the City

are based on records of time, salaries, materials or actual expenses. In cases where the

Contractor maintains multiple offices, the Contractor shall maintain all records subject to audit

under this provision locally or in a manner deliverable at the Contractor’s expense to a location

in the metropolitan Richmond area.

8.2 Captions. This Contract includes the captions, headings and titles appearing herein for

convenience only, and such captions, headings and titles shall not affect the construal,

interpretation or meaning of this Contract.

8.3 Force Majeure. If either party is unable to perform its obligations under this Contract due to

acts of God or circumstances beyond its reasonable control, such obligations shall be suspended

as long as those circumstances persist, provided that the delaying party promptly notifies the

other party of the delay and the causes. Except where the delay is caused by an act or omission

of the delaying party, any costs arising from such delay shall be borne by the party incurring

the delay.

8.4 Merger / Entire Agreement. This Contract, including the exhibits incorporated herein,

constitutes both a complete and exclusive statement and the final written expression of all the

terms of this Contract and of the entire understanding between the Contractor and the City

regarding those terms. No prior written agreements or contemporaneous or prior oral

agreements between the Contractor and the City regarding this Contract’s subject matter shall

be of any effect.

8.5 Modification. This Contract shall not be amended, modified, or otherwise changed except in

the form of a City Contract Modification signed by the authorized representatives of the

Contractor and the City in accordance with the City’s Purchasing Policies and Procedures.

8.6 No Third-Party Beneficiaries. Notwithstanding any other provision of this Contract, the City

and the Contractor hereby agree that: (i) no individual or entity shall be considered, deemed or

otherwise recognized to be a third-party beneficiary of this Contract; (ii) the provisions of this

Contract are not intended to be for the benefit of any individual or entity other than the City or

the Contractor; (iii) no individual or entity shall obtain any right to make any claim against the

City or the Contractor under the provisions of this Contract; and (iv) no provision of this

Contract shall be construed or interpreted to confer third-party beneficiary status on any

individual or entity. For purposes of this section, the phrase “individual or entity” means any

individual or entity, including, but not limited to, individuals, contractors, subcontractors,

vendors, sub-vendors, assignees, licensors and sub-licensors, regardless of whether such

individual or entity is named in this Contract.

8.7 Notices.

8.7.1 In General. Any written notice by either party to the Contract shall be sufficiently given by

any one or combination of the following, whichever shall first occur: (i) delivered by hand to

the last known business address of the person to whom the notice is due, (ii) delivered by hand

to the person’s authorized agent, representative or officer wherever they may be found or (iii)

enclosed in a postage prepaid envelope addressed to such last known business address and

delivered to a United States Postal Service official or mailbox. Notice is effective upon such

delivery.

8.7.2 Address. All notices to the City shall clearly indicate the City’s Contract Number and shall be

directed to:

Director of Procurement Services

Department of Procurement Services

City of Richmond

900 East Broad Street, Room 1104

Richmond, Virginia 23219

All notices to the Contractor shall be directed to the contact person stated at the address given

in the Contractor’s bid.

END OF TERMS AND CONDITIONS

PART IV

SPECIAL PROVISIONS

1.0 COOPERATIVE PROCUREMENT

A. Pursuant to City Code § 74-44 / Va. Code § 2.2-4304, this procurement is being conducted

on behalf of other public bodies as well as the City. Other public bodies must make their

own legal determinations as to whether use of this Contract is consistent with their laws,

regulations and other policies.

B. Unless the Contractor took exception to the requirements of this section at the time the

Contractor submitted its response to the solicitation resulting in this Contract, the

Contractor shall allow public bodies, as defined by the Virginia Public Procurement Act,

within the United States of America to make purchases under this Contract at the prices set

forth herein and in accordance with the terms, conditions and specifications of this

Contract. Exception to this requirement by a respondent to the solicitation shall not affect

any evaluation by the City of that respondent’s response to the solicitation.

C. The Contractor shall deal directly with any public body that elects to use this Contract.

Solely for purposes of the relationship between the Contractor and such other public body

that makes purchases under this Contract, such other public body shall have the rights and

obligations ascribed to the City by this Contract.

D. The City, its officers and its employees shall not be responsible for the placement of orders,

invoicing, payments, contractual disputes or any other transactions between the Contractor

and any other public body. In no event shall the City, its officers or its employees be

responsible for any costs, damages or injuries resulting to any party from the use of the

resulting contract by another public body. Should another public body make purchases

under the resulting contract and breach or default in its obligations to the Contractor, the

City shall have no liability for such breach or default by the other public body.

E. The City assumes no responsibility for any notification of the availability of this Contract

for use by other public bodies. However, the Contractor may conduct such notification

after award of this Contract.

F. The Contractor shall furnish the City with semiannual reports identifying all other public

bodies which used this Contract within the six months preceding the report, the quantities

purchased from the Contractor by each, and the dollar amounts paid to the Contractor by

each.

MBE/ESB PARTICIPATION FORM (MBE-2)

Minority Business Development 900 East Broad Street City Hall, 5th Floor

Richmond, VA 23219 Office: (804) 646-5947

Fax: (804) 646-0136 http://www.RichmondGov.com/MBD

All firms l isted in this directory have registered with the City of Richmond as a minority owned business (MBE) or certified as an Emerging Small Business (ESB). It should be noted, that there are MBE businesses listed in this directory that are not certified . Therefore, any prime contractor/vendor desiring to use a registered MBE firm that is not certified, must be aware, that the registered MBE firm has 180 days to get certified or before the completion of the contract, whichever is less, or the prime contractor/vendor risks not receiving credit toward the minority participation goal for the said project.

MBE/ESB-2 Participation Commitment Form Revised Date 1/1/2014

CO

MP

AN

Y

DA

TA

COMPANY NAME:

PROJECT NAME/CONTRACT No.

CONTACT NAME:

PHONE #

Fax#

Email:

BUSINESS LICENSE No.

BUSINESS LICENSING

JURISDICTION:

FED ID NO/SSN

PROPOSED PARTICIPATION

CODES

A= First, Second, and/or Third Tier Subcontracting B=Supply Purchases C=Joint Venture D= Mentor-Protégé E = Other Credibly Viable Method

ENTER CODES BELOW

OWNERSHIP CODES

1 = African American 2 = Hispanic American 3 = Asian American 4 = American Indian 5 = Other (Specify Below)

Min

ori

ty /

Em

erg

ing

Sm

all

Bu

sin

ess C

om

mit

me

nts

SUBCONTRACTOR NAME PHONE

SCOPE OF WORK FOR PARTICIPATION IN

CONTRACT

DOLLAR AMOUNT

PARTICIPATION

ADDRESS FED ID

NO./SSN % OF

CONTRACT OWNERSHIP

¹ ABC Co., Inc. (XXX) 555-5555 Concrete Work $20,000 A

110 Main Street Anywhere, USA

54-XXXXXX Other Excavation 10% 2

²

³

*IF OWNED TYPE “5 = OTHER” SPECIFY HERE:

TOTAL DOLLAR AMOUNT

MBE/ESB PROJECT GOAL ESTABLISHED BY THE CITY OF RICHMOND

TOTAL % OF CONTRACT

Bidder and the MBE/ESB agree that the MBE/ESB shall not subcontract or assign any work described herein to another entity without prior written

approval of the City of Richmond.

THE UNDERSIGNED HEREBY CERTIFIES THAT S/HE HAS READ THE TERMS OF THIS COMMITMENT AND IS AUTHORIZED TO BIND

THE BIDDER TO THE COMMITMENT HEREIN SET FORTH.

SIGNATURE OF AUTHORIZED OFFICIAL: DATE:

INSTRUCTIONS / DEFINITIONS

1. SUBCONTRACTOR – a business hired by the prime contractor to perform a specific aspect of the contract. (Provide name of company, address and telephone number.)

2. SCOPE OF WORK – A commercially useful function performed by the contractor.

3. EMERGING SMALL BUSINESS (ESB) – A business that (1) has been certified by the Office of Minority

Business Development (OMBD) for a period of seven years or less, (2) has annual gross receipts for each of its three fiscal years preceding application for certification of $500,000 or less if engaged in the const ruction business or of $250,000 or less if engaged in non-construction business, (3) has fewer than ten employees, (4) is not a subsidiary of another business and does not belong to a group of businesses owned and controlled by the same individuals, (5) has its principal place of business within the City of Richmond Enterprise Zone, (6) possesses a City business license, and (7) pays personal property, real estate, and business taxes to the City of Richmond.

4. MINORITY BUSINESS ENTERPRISE (MBE) – A business at least 51% of which is owned and controlled

or 51% operated by minority group members or, in case of a stock corporation, at least 51% of the stock, which is owned and controlled by minority group members. Minority group members are citizens of the Unite d States who are African American, Hispanic American, Asian American and American Indian.

5. FIRST, SECOND, AND/OR THIRD-TIER SUBCONTRACTING – The scope of work that is initially

contracted by the prime contractor to a subcontractor is considered 1 st-tier subcontracting. If that subcontractor further subcontracts all or a portion of the work, it becomes 2 nd-tier subcontracting. Likewise, if the 2nd-tier subcontractor decides to subcontract a portion of the work, it is 3 rd-tier subcontracting. The prime contractor will receive credit for 100% of the dollar value of the 1 st, 2nd, 3rd-tier subcontracting for MBE/ESB participation . In summary, only work performed by MBE/ESBs counts toward the minority participation goal. Refer to City of Richmond Office of Minority Business Development Policy and Procedures Section 6 -1.0 through 6-5.10.

6. SUPPLY PURCHASES – The prime contractor will receive credit for 100% of the dollar value of supplies

purchased from an MBE/ESB.

7. MENTOR/PROTÉGÉ – An arrangement based on a written development plan, approved by the City, which clearly sets forth the objectives of the parties and their respective roles, the duration of the arrangement and the services and resources to be provided by the mentor to the protégé. MBE/ESB credit for a legitimate mentor/protégé arrangement will be four (4) points toward the satisfaction of the MBE/ESB goal for the specified project.

8. JOINT VENTURE – An arranged partnership of the MBE/ESB and one or more other firms to carry out a

single, for-profit project, for which the parties combine their property, capital, efforts, skills and knowledge, and in which the MBE/ESB is responsible for a distinct, clearly defined scope of work and whose share of the capital contributions, control, management, risks, and profi ts of the joint venture are commensurate with its ownership interest. MBE/ESB credit for legitimate joint ventures will be five (5) points toward the satisfaction of the MBE/ESB goal for a specified project .

9. OTHER CREDIBLY VIABLE METHODS – BLANKET BONDING – The prime contractor covers the

bonding requirement for the subcontractor. MBE/ESB credit for Blanket Bonding will be two (2) points toward the satisfaction of the MBE/ESB goal for a specified project . Apprenticeship – An apprentice that is bound to work for another for a designated amount of time in return for instruction in a trade or business. MBE/ESB credit for Apprenticeship will be one (1) point toward the satisfaction of the MBE/ESB goal for a specified project .

10. DOLLAR AMOUNT & PERCENTAGE OF CONTRACT – MBE/ESB monetary value and percentage of the subcontract.

MBE/ESB-2 Participation Commitment Form Revised Date 1/1/2014

MBE-ESB-3 Monthly Compliance Report Form – Revised Date 1/1/2013

Minority Business Development 900 East Broad Street

City Hall, 5th Floor Richmond, VA 23219

Office: (804) 646-5947 Fax: (804) 646-0136

http://www.richmondgov.com/MBD

Contractor/Subcontractor Sheet

of

Month/ Year

Date Submitted to the City of Richmond

Project Name Contract No.

Vendor Name

Address

Phone No./Fed ID No. or SSN

MBE ESB

NON MBE/ESB

Subcontract

Complete

Scope of Work

Paid This Month Paid-to-Date Paid This Month Paid-to-Date Paid This Month Paid-to-Date

Date Paid Subcontract amt. Date Paid Subcontract

amt. Date Paid Subcontract amt. Yes No

ABC Co., Inc.

110 Main Street, Anywhere, USA

(XXX) 555-5555

54-XXXXXX

$2,000 $8,000

3/01/2008 $30,000

MONTHLY COMPLIANCE REPORT (MBE-3)

Minority Business Enterprise/Emerging Small Business

Monthly Compliance Monitoring Report

Instructions/Definitions

1. Vendor Name, Address, Phone No., Federal ID No. - provide vendor name, address, phone number and include Federal ID number in column.

2. MBE Paid This Month/Date Paid- provide amount paid to MBE

subcontractor/supplier during current pay application. (Definition of Minority Business Enterprise (MBE)- a business that is at least 51% owned and controlled by minority group members. In case of a publicly owned business, at least 51% of the stock is minority owned and minority group members control the business. Minority group members are citizens of the United States who are African American, Hispanic American, Asian American, or American Indian. MBE Paid to Date – provide total amount paid to MBE subcontractor/supplier up to this pay application Dollar Value of Subcontract – provide total subcontract dollar amount of original contract agreement. In summary, only work performed by MBE/ESBs counts toward the minority participation goal. Refer to City of Richmond Office of Minority Business Development Policy and Procedures Section 6-1.0 through 6-5.10.

3. ESB Paid This Month – provide amount paid to ESB subcontractor/supplier during current pay application. (Definition of Emerging Small Business (ESB) – a business that (1) has been certified by the Office of Minority Business Enterprise for a period of seven years or less, (2) In summary, only work performed by MBE/ESBs counts toward the minority participation goal. Refer to City of Richmond Office of Minority Business Development Policy and Procedures Section 6-1.0 through 6-5.10.

has annual gross receipts for each of its three fiscal years preceding application for certification of $500,000 or less if engaged in the construction of business or of $250,000 or less if engaged in a non-construction business, (3) has fewer than ten employees, (4) is not a subsidiary of another business and does not belong to a group of businesses owned and controlled by the same individuals, (5) has its principal place of business within the City of Richmond Enterprise Zone, (6) possesses a City Business license, and (7) pays personal property, real estate, and business taxes to the City of Richmond. ESB Paid to Date – provide total amount paid to ESB subcontractor/supplier up to this pay application. Dollar Value of Subcontract – provide total subcontract dollar amount of original contact agreement.

4. NON-MBE/ESB Paid This Month / Date Paid – provide amount paid to subcontractor/supplier during current pay application.

5. Subcontract Completed – did the subcontract work or supplier satisfy

the conditions of the contract agreement? 6. Scope of Work – describe work or service performed.

MBE-ESB-3 Monthly Compliance Report Form – Revised Date 1/1/2013

Minority Business Development 900 East Broad Street

City Hall, 5th Floor Richmond, VA 23219

Office: (804) 646-5947 Fax: (804) 646-0136

http://www.richmondgov.com/MBD

Good-Faith Minority Business Enterprise

and Emerging Small Business Participation Efforts Documentation of Contacts

Request for Qualification or Request for Proposals No.:

Project Name:

Name of Contractor:

Part I – Method of Contact How did you contact each Minority Business Enterpr ise or Emerging Small Business?

A. Telephone. For each firm contacted: □ YES □ NO How many MBE/ESB firms were contacted?

• State the name of the firm, the name of the person contacted, the telephone number contacted and the date of the contact.

B. Fax. For each firm contacted: □ YES □ NO How many MBE/ESB firms were faxed information regarding this project?

• State the name of the firm, the fax number contacted and the date of the contact.

• Attach a copy of the fax transmittal sheet indicating receipt of the fax.

C. E-Mail. For each firm contacted: □ YES □ NO How many MBE/ESB firms were emailed?

• State the name of the firm, the name of the person contacted by e -mail, the e-mail address at which you contacted the person and the date of the contact .

• Attach a copy of the e-mail sent. All copies of e-mails must include metadata indicating “From,” “To” and “Cc” e -mail addresses as well as the date and time of the e-mail.

D. Newspapers and Other Publications. For each advertisement placed in a newspaper or other publication: □ YES □ NO

• State the name of the newspaper or other publication and the date or dates on which the advertisement was published.

• Attach a copy of both the published advertisement and any solicitation advertised.

E. Other. For methods of contact not included above: □ YES □ NO If yes, see below instructions

• Describe the nature of the contact.

• As applicable, state the name of the person contacted, the name of the firm contacted and the date of the contact.

• Attach a copy of any written documentation of the contact.

Attachment A sets forth the form in which the information required above must be submitted. MBE/ESB-4 Good Faith Effort Form - Revised Date 1/1/2013 (Turn Over)

Additional copies can be made MBE/ESB-4 Good Faith Effort Form - Revised Date 1/1/2013

MBE/ESB Name

Contact Person

Address

Phone Number

Fed ID Number

Telephone

Fax

Email Newspaper or

Other Publication Other

Response of

Contacted Firms

Enter Below Code for

Ownership of each MBE

Firm.

Telephone #

&

Date of

Contact

Fax #

&

Date of

Contact

Email Address

&

Date of Contact

Name of Newspaper

or Other Publication

Date (s) of

Advertisement

Separate Written

Statement with

any supporting

documentation

for each contract

MBE/ESB Response

Yes, No, No

Response or

Comment

1 = African American

2 = Hispanic American

3 = Asian American

4 = American Indian

5 = Other (Specify Below)

ABC Co., Inc.

Joe Johns

110 Main Street, Anywhere, USA

(XXX) 555-5555

54-XXXXXX

(804) 555-

5555

01/28/09

(804) 555-

5555

01/28/09

ABC@gmail.com Times Dispatch See

Attachment

Yes

1

Attachment A – Form of Information Documenting

Method of Contact

MBE/ESB Past Good Faith Efforts Participation Form

Minority Business Development 900 East Broad Street City Hall, 5th Floor

Richmond, VA 23219 Office: (804) 646-5947

Fax: (804) 646-0136 http://www.richmondgov.com/MBD

MBE/ESB-5 Past Good Faith Efforts Participation Form – Revised Date 1/13/2013

CO

MP

AN

Y

DA

TA

COMPANY NAME:

CONTRACT NAME/NO:

CONTACT NAME:

PHONE #

Fax#

Email Address:

How long has your firm been in Business?

If you can verify your firm has made past good faith efforts in the Public or Private Sector to engage MBE/ESB firms through subcontracting, joint venture, mentor-protégé, or apprenticeship opportunities over the past three (3) years, you may be eligible to earn additional points for this project. Please include valid documentation to support this claim. Feel free to attach additional pages, if necessary. Enter Below Code for Ownership of each MBE Firm.

1 = African American 2 = Hispanic American 3 = Asian American 4 = American Indian 5 = Other (Specify Below)

Yes – may be eligible – Complete section below No – not eligible

CONTACT PERSON/PHONE NUMBER/PROJECT NAME /

DATE

DID YOU MEET

THE MBE GOAL?

SCOPE OF WORK MBE/ESB COMPANY

NAME/CONTACT PERSON/PHONE

MBE/ ESB Code

D

EF

INT

ION

S

MINORITY BUSINESS ENTERPRISE GOOD FAITH MBE/ESB PARTICIPATION

EFFORTS EMERGING SMALL BUSINESS

A business at least 51% of which is

owned and controlled or 51% operated

by minority group members or, in case

of a stock corporation, at least 51% of

the stock which is owned and

controlled by minority group members.

Minority group members are citizens

of the United States who are African

American, Hispanic American, Asian

American and American Indian.

The sum total of efforts by a particular business

to provide equitable participation of minority

business enterprise or emerging small business

subcontractors. For past efforts, this sum total

shall be comprised of the record of

participation by minority business enterprises

and emerging small businesses through

subcontracting or joint ventures. For future

efforts, it shall be comprised of such efforts,

which are proposed to allow equitable

participation of minority business enterprise or

emerging small business subcontractors.

A business that (1) has been certified by the

Office of Minority Business Development

for a period of seven years or less.,(2) has

annual gross receipts for each of its three

fiscal years preceding application for

certification of $500,000 or less if engaged

in the construction business or of $250,000

or less if engaged in non-construction

business, (3) has fewer than ten employees,

(4) is not a subsidiary of another business

and does not belong to a group of

businesses owned and controlled by the

same individuals, (5) has its principal place

of business within the City of Richmond

Enterprise Zone, (6) possesses a City

business license, and (7) pays personal

property, real estate, and business taxes to

the City of Richmond.

Bidder and the MBE/ESB agree that the MBE/ESB shall not subcontract or assign any work described herein to another entity wit hout prior written

approval of the City of Richmond.

THE UNDERSIGNED HEREBY CERTIFIES THAT S/HE HAS READ THE TERMS OF THIS COMMITMENT AND IS AUTHORIZED TO BIND

THE BIDDER TO THE COMMITMENT HEREIN SET FORTH.

SIGNATURE OF AUTHORIZED OFFICIAL: DATE: